EXHIBIT 10.29

                                  ADA-ES, INC.
                        2005 Directors' Compensation Plan


     ADA-ES, INC., a Colorado corporation (the "Corporation"), sets forth herein
the terms of the 2005 Directors Compensation Plan (the "Plan") as follows:

1. PURPOSE

     The Plan is intended to advance the interests of the Corporation by
providing eligible directors (as designated pursuant to Section 5 hereof) an
opportunity to acquire or increase a proprietary interest in the Corporation,
which thereby will create a stronger incentive to expend maximum effort for the
growth and success of the Corporation and will encourage such eligible
individuals to continue to service the Corporation.

2. DEFINITIONS

     For purposes of interpreting the Plan and related documents (including
Option Agreements), the following definitions shall apply:

     2.1  "Affiliate" means any company or other trade or business that is
          controlled by or under common control with the Corporation,
          (determined in accordance with the principles of Section 414(b) and
          414(c) of the Code and the regulations thereunder) or is an affiliate
          of the Corporation within the meaning of Rule 405 of Regulation C
          under the 1933 Act.

     2.2  "Board" means the Board of Directors of the Corporation.

     2.3  "Cause" means, unless otherwise defined in an Option Agreement, (i)
          gross negligence or willful misconduct in connection with the
          performance of duties; (ii) conviction of a criminal offense (other
          than minor traffic offenses); or (iii) material breach of any term of
          any employment, consulting or other services, confidentiality,
          intellectual property or non-competition agreements, if any, between
          Optionee and the Corporation or any of its Subsidiaries or Affiliates.

     2.4  "Code" means the Internal Revenue Code of 1986, as now in effect or as
          hereafter amended.

     2.5  "Committee" means the Compensation Committee of the Board, which must
          consist of no fewer than two members of the Board and shall be
          appointed by the Board.

     2.6  "Corporation" means ADA-ES, INC.

     2.7  "Director" means a member of Board of Directors of the Corporation.

     2.8  "Effective Date" means the date of adoption of the Plan by the Board.

     2.9  "Employer" means ADA-ES, INC. or the Subsidiary or Affiliate of the
          Corporation, which employs the designated recipient of an Option.

     2.10 "Exchange Act" means the Securities Exchange Act of 1934, as now in
          effect or as hereafter amended.

     2.11 "Fair Market Value" means the value of each share of Stock subject to
          the Plan determined as follows: if on the Grant Date or other
          determination date the shares of Stock are listed on an established
          national or regional stock exchange, are admitted to quotation on the
          National Association of Securities Dealers Automated Quotation System,
          or are publicly traded on an established securities market, the Fair

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          Market Value of the shares of Stock shall be the closing bid price of
          the shares of Stock on such exchange or in such market (the highest
          such closing price if there is more than one such exchange or market)
          on the trading day immediately preceding the Grant Date (or on the
          Grant Date, if so specified by the Committee or the Board) or such
          other determination date or, if no sale of the shares of Stock is
          reported for such trading day, on the next preceding day on which any
          sale shall have been reported. If the shares of Stock are not listed
          on such an exchange, quoted on such System or traded on such a market,
          Fair Market Value shall be determined by the Board in good faith.

     2.12 "Family Member" means a person who is a spouse, child, stepchild,
          grandchild, parent, stepparent, grandparent, sibling, niece, nephew,
          mother-in-law, father-in-law, son-in-law, daughter-in-law,
          brother-in-law, or sister-in-law, including adoptive relationships, of
          the Optionee, any person sharing the Optionee's household (other than
          a tenant or employee), a trust in which these persons (or the
          Optionee) have more than fifty percent of the beneficial interest, a
          foundation in which these persons (or the Optionee) control the
          management of assets, and any other entity in which these persons (or
          the Optionee) own more than fifty percent of the voting interests.

     2.13 "Option" means an option to purchase one or more shares of Stock
          pursuant to the Plan.

     2.14 "Option Agreement" means the written agreement evidencing the grant of
          an Option hereunder.

     2.15 "Option Grant Date" means the later of (i) March 17, 2005 and (ii) the
          date as of which the Optionee and the Corporation, Subsidiary or
          Affiliate enter the relationship resulting in the Optionee being
          eligible for grants.

     2.16 "Optionee" means a person who holds an Option under the Plan.

     2.17 "Option Period" means the period during which Options may be exercised
          as defined in Section 11.

     2.18 "Option Price" means the purchase price for each share of Stock
          subject to an Option.

     2.19 "Plan" means the ADA-ES, INC. 2005 Director Compensation Plan.

     2.20 "1933 Act" means the Securities Act of 1933, as now in effect or as
          hereafter amended.

     2.21 "Service Relationship" means the provision of bona fide services to
          the Corporation, a Subsidiary, or an Affiliate as a director, employee
          or consultant.

     2.22 "Stock" means the shares of Common Stock, no par value, of the
          Corporation.

     2.23 "Stock Award" means the award of shares of Common Stock, no par value,
          of the Corporation under the Plan.

     2.24 "Stock Award Date" means the later of (i) November 4, 2004 and (ii)
          the date as of which the Stock Recipient is awarded the right to
          receive Stock.

     2.25 "Stock Recipient" means a person who receives an award of Stock
          subject to the Plan.

     2.26 "Subsidiary" means any "subsidiary corporation" of the Corporation
          within the meaning of Section 425(f) of the Code.

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3. ADMINISTRATION

   3.1. Committee

     The Plan shall be administered by the Committee appointed by the Board,
which shall have the full power and authority to take all actions and to make
all determinations required or provided for under the Plan or any Stock Award or
Option granted or Option Agreement entered into hereunder and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan or any Stock Award or any Option granted or
Option Agreement entered into hereunder. The interpretation and construction by
the Committee of any provision of the Plan or of any Stock Award or any Option
granted or Option Agreement entered into hereunder shall be final and
conclusive.

   3.2. No Liability

     No member of the Board or of the Committee shall be liable for any action
or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan or any Stock Award or any
Option granted or Option Agreement entered into hereunder.

4. STOCK

     The stock that may be issued pursuant to Options granted under the Plan
shall be Stock, which shares may be treasury shares or authorized but unissued
shares. The number of shares of Stock that may be issued pursuant to Options
granted under the Plan shall not exceed in the aggregate 40,000 shares of Stock,
which number of shares is subject to adjustment as provided in Section 19
hereof. If any Option or portion thereof is unearned, expires, terminates or is
terminated for any reason prior to exercise in full, the shares of Stock that
were subject to the unexercised portion of such Option shall be available for
future Options granted under the Plan. The number of shares of Stock that may be
issued pursuant to Stock Awards under the Plan shall not exceed in the aggregate
50,000 shares of Stock, which number of shares is subject to adjustment as
provided in Section 19 hereof. If any Stock Award or portion thereof is
unearned, expires, terminates or is terminated for any reason prior to issuance
in full, the shares of Stock of such portion of such Stock Award shall be
available for future Stock Award under the Plan.

5. ELIGIBILITY

     Stock Awards and Options may be granted under the Plan to any
non-management Director of the Corporation. An individual may not hold more than
one Option, subject to such restrictions as are provided herein.

6. EFFECTIVE DATE AND TERM

   6.1. Effective Date

     The Plan shall become effective as of March 17, 2005, the date of adoption
of the final Plan by the Board, subject to stockholders' approval of the Plan;
provided, however, that upon approval of the Plan by the stockholders of the
Corporation, all Stock Awards and Options granted under the Plan on or after the
effective date shall be fully effective as if the stockholders of the
Corporation had approved the Plan on the effective date. If the stockholders
fail to approve the Plan, any Stock Awards and Options granted hereunder shall
be null, void and of no effect.

   6.2. Term

     If not sooner terminated by the Board, the Plan shall terminate on the date
10 years after the effective date.

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7. STOCK AWARDS AND ANNUAL LIMITATION

     Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time prior to the date of termination of the Plan, issue
to such eligible Directors a Stock Award. Such Stock Awards will be limited to
not more than 1,000 shares of Stock for any annual period of service per
individual, which number of shares is subject to adjustment as provided in
Section 19 hereof. The Corporation may or may not register the Stock so issued
for sale with the U.S. Securities and Exchange Commission and is under no
obligation to do so.

8. GRANT OF OPTIONS

     Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time prior to the date of termination of the Plan, grant
to such eligible Directors Options to purchase such number of shares of Stock
with the following terms and conditions: the exercise price shall be the market
price on the date of grant, the shares of Stock underlying the Option will vest
for exercise at a rate of no more than 1,000 shares per annual period, and any
unvested shares of Stock that are outstanding at the date the Optionee no longer
is a Director of the Corporation or in a Service Relationship will be forfeited.
Without limiting the foregoing, the Committee may at any time, with the consent
of the Optionee, amend the terms of outstanding Options or issue new Options in
exchange for the surrender and cancellation of outstanding Options. The date on
which the Committee approves the grant of an Option (or such later date as is
specified by the Committee) shall be considered the date on which such Option is
granted. The maximum number of shares of Stock subject to Options that can be
awarded under the Plan to any person is 5,000 shares, which number of shares is
subject to adjustment as provided in Section 19 hereof.

9. OPTION AGREEMENTS

     All Options granted pursuant to the Plan shall be evidenced by written
agreements to be executed by the Corporation and the Optionee, in such form or
forms as the Committee shall from time to time determine. Option Agreements
covering Options granted from time to time or at the same time need not contain
similar provisions; provided, however, that all such Option Agreements shall
comply with all terms of the Plan.

10. OPTION PRICE

     The purchase price of each share of Stock subject to an Option shall be
fixed by the Committee and stated in each Option Agreement. As provided in
Section 8 above, the Option Price shall be not less than the fair market value
of a share of the Stock covered by the Option on the date the Option is granted
(as determined in good faith by the Committee).

11. TERM AND EXERCISE OF OPTIONS

   11.1. Term

     Each Option granted under the Plan shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of 10 years from the
date such Option is granted, or on such date prior thereto as may be fixed by
the Committee and stated in the Option Agreement relating to such Option.

   11.2. Exercise by Optionee

     Only the Optionee receiving an Option or a transferee of an Option pursuant
to Section 12 (or, in the event of the Optionee's legal incapacity or
incompetency, the Optionee's guardian or legal representative, and in the case
of the Optionee's death, the Optionee's estate) may exercise the Option.

   11.3. Option Period and Limitations on Exercise

     Each Option granted under the Plan shall be exercisable in whole or in part
at any time and from time to time over a period commencing on or after the date
of grant of the Option and ending upon the expiration or termination of the
Option, as the Committee shall determine and set forth in the Option Agreement
relating to such Option, but at no greater rate of vesting than set forth in

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Section 8 above. Without limitation of the foregoing, the Committee, subject to
the terms and conditions of the Plan, may in its sole discretion provide that an
Option may not be exercised in whole or in part for any period or periods of
time during which such Option is outstanding as the Committee shall determine
and set forth in the Option Agreement relating to such Option. Any such
limitation on the exercise of an Option contained in any Option Agreement may be
rescinded, modified or waived by the Committee, in its sole discretion, at any
time and from time to time after the date of grant of such Option.
Notwithstanding any other provisions of the Plan, no Option shall be exercisable
in whole or in part prior to the date the Plan is approved by the stockholders
of the Corporation as provided in Section 6.1 hereof.

   11.4. Method of Exercise

     An Option that is exercisable hereunder may be exercised by delivery to the
Corporation on any business day, at its principal office addressed to the
attention of the Committee, of written notice of exercise, which notice shall
specify the number of shares for which the Option is being exercised, and shall
be accompanied by payment in full of the Option Price of the shares for which
the Option is being exercised. Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be made, as
determined by the Committee and set forth in the Option Agreement pertaining to
an Option by cash or by certified check payable to the order of the Corporation.
Payment in full of the Option Price need not accompany the written notice of
exercise provided the notice directs that the Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price plus the amount (if
any) of federal and/or other taxes which the Corporation may, in its judgment,
be required to withhold with respect to the exercise of the Option. An attempt
to exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Promptly after the exercise of an Option and
the payment in full of the Option Price of the shares of Stock covered thereby,
the individual exercising the Option shall be entitled to the issuance of a
Stock certificate or certificates evidencing such individual's ownership of such
shares. An individual holding or exercising an Option shall have none of the
rights of a stockholder until the shares of Stock covered thereby are fully paid
and issued to such individual and, except as provided in Section 19 hereof, no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance.

12. TRANSFERABILITY OF OPTIONS

   12.1. Transferability of Options

     Except as provided in Section 12.2, during the lifetime of an Optionee,
only the Optionee (or, in the event of legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise an Option. Except as
provided in Section 12.2, no Option shall be assignable or transferable by the
Optionee to whom it is granted, other than by will or the laws of descent and
distribution.

   12.2. Family Transfers.

     Subject to the terms of the applicable Option Agreement, an Optionee may
transfer all or part of an Option to any Family Member; provided that subsequent
transfers of transferred Options are prohibited except those in accordance with
this Section 12.2 or by will or the laws of descent and distribution; and,
provided further, that, except with the consent of the Board or the Committee,
there may be no consideration for any transfer made pursuant to this section.
Following transfer, any such Option shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided
that for purposes of Section 12.2 hereof the term "Optionee" shall be deemed to
refer to the transferee. The events of termination of the Service Relationship
of Sections 13 and 14 hereof shall continue to be applied with respect to the
original Optionee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods, specified in Section 11.3.

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13. TERMINATION OF SERVICE RELATIONSHIP

     Upon the termination of the Service Relationship of an Optionee with the
Corporation, a Subsidiary or an Affiliate, other than by reason of the death or
"permanent and total disability" (within the meaning of Section 22(e)(3) of the
Code) of such Optionee or for Cause, any Option granted to an Optionee pursuant
to the Plan shall continue to be exercisable only to the extent that it was
exercisable immediately before such termination; provided, however, such Option
shall terminate thirty (30) days after the date of such termination of Service
Relationship, unless earlier terminated pursuant to Section 11.1 hereof, and
such Optionee shall have no further right to purchase shares of Stock pursuant
to such Option; and provided further, that the Committee may provide, by
inclusion of appropriate language in any Option Agreement, that an Optionee may
(subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of termination of the Service Relationship of the Optionee
with the Corporation, a Subsidiary or an Affiliate, exercise an Option, in whole
or in part, at any time subsequent to such termination of Service Relationship
and prior to termination of the Option pursuant to Section 11.1 hereof, either
subject to or without regard to any installment limitation on exercise imposed
pursuant to Section 11.3 hereof, as the Committee, in its sole and absolute
discretion, shall determine and set forth in the Option Agreement. Upon the
termination of the Service Relationship of an Optionee with the Corporation, a
Subsidiary or an Affiliate for Cause, any Option granted to an Optionee pursuant
to the Plan shall terminate and such Optionee shall have no further right to
purchase shares of Stock pursuant to such Option; and provided however, that the
Committee may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 11.3 hereof), in the event of termination of the Service
Relationship of the Optionee with the Corporation, a Subsidiary or an Affiliate
for Cause, exercise an Option, in whole or in part, at any time subsequent to
such termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 11.3 hereof, as
the Committee, in its sole and absolute discretion, shall determine and set
forth in the Option Agreement. Whether a leave of absence or leave on military
or government service shall constitute a termination of Service Relationship for
purposes of the Plan shall be determined by the Committee, which determination
shall be final and conclusive. For purposes of the Plan, including without
limitation this Section 13 and Section 14, unless otherwise provided in an
Option Agreement, a termination of Service Relationship with the Corporation, a
Subsidiary or an Affiliate shall not be deemed to occur if the Optionee
immediately thereafter has a Service Relationship with the Corporation, any
other Subsidiary or any other Affiliate.

14. RIGHTS IN THE EVENT OF DEATH OR DISABILITY

   14.1. Death

     If an Optionee dies while in a Service Relationship with the Corporation, a
Subsidiary or an Affiliate or within the period following the termination of
such Service Relationship during which the Option is exercisable under Section
13 or 14.2 hereof, the executors, administrators, legatees or distributees of
such Optionee's estate shall have the right (subject to the general limitations
on exercise set forth in Section 11.3 hereof), at any time within one year after
the date of such Optionee's death and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in part, any Option
held by such Optionee at the date of such Optionee's death, whether or not such
Option was exercisable immediately prior to such Optionee's death; provided,
however, that the Committee may provide by inclusion of appropriate language in
any Option Agreement that, in the event of the death of an Optionee, the
executors, administrators, legatees or distributees of such Optionee's estate
may exercise an Option (subject to the general limitations on exercise set forth
in Section 11.3 hereof), in whole or in part, at any time subsequent to such
Optionee's death and prior to termination of the Option pursuant to Section 11.1
hereof, either subject to or without regard to any installment limitation on
exercise imposed pursuant to Section 11.3 hereof, as the Committee, in its sole
and absolute discretion, shall determine and set forth in the Option Agreement.

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   14.2. Disability

     If an Optionee terminates a Service Relationship with the Corporation, a
Subsidiary or an Affiliate by reason of the "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) of such Optionee, then such
Optionee shall have the right (subject to the general limitations on exercise
set forth in Section 11.3 hereof), at any time within one year after such
termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in part, any Option
held by such Optionee at the date of such termination of Service Relationship,
whether or not such Option was exercisable immediately prior to such termination
of Service Relationship; provided, however, that the Committee may provide, by
inclusion of appropriate language in any Option Agreement, that an Optionee may
(subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of the termination of the Service Relationship of the
Optionee with the Corporation or a Subsidiary by reason of the "permanent and
total disability" (within the meaning of Section 22(e)(3) of the Code) of such
Optionee, exercise an Option, in whole or in part, at any time subsequent to
such termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 11.3 hereof, as
the Committee, in its sole and absolute discretion, shall determine and set
forth in the Option Agreement. Whether a termination of a Service Relationship
is to be considered by reason of "permanent and total disability" for purposes
of the Plan shall be determined by the Committee, which determination shall be
final and conclusive.

15. USE OF PROCEEDS

     The proceeds received by the Corporation from the sale of Stock pursuant to
Options granted under the Plan shall constitute general funds of the
Corporation.

16. SECURITIES LAWS

     The Corporation shall not be required to sell or issue any shares of Stock
under any Stock Award or Option if the sale or issuance of such shares would
constitute a violation by the individual receiving the Stock Award or exercising
the Option or by the Corporation of any provisions of any law or regulation of
any governmental authority, including, without limitation, any federal or state
securities laws or regulations. If at any time the Corporation shall determine,
in its discretion, that the listing, registration or qualification of any shares
subject to the Stock Award or the Option upon any securities exchange or under
any state or federal law, or the consent of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares, the Stock Award may not be issued or the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act, upon exercise of any Option or issuance of any Stock Award,
unless a registration statement under the Securities Act is in effect with
respect to the shares of Stock covered by such Option or Stock Award, the
Corporation shall not be required to sell or issue such shares unless the
Corporation has received evidence satisfactory to the Corporation that the
Optionee or Stock Recipient may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this connection
by the Corporation shall be final and conclusive. The Corporation may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto or pursuant to a Stock Award to comply with any law
or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an issuance of a Stock Award or an Option
shall not be exercisable unless and until the shares of Stock covered by such
Stock Award or Option are registered or are subject to an available exemption
from registration, the Stock Award or exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

17. EXCHANGE ACT: RULE 16b-3

   17.1. General

     The Plan is intended to comply with Rule 16b-3 ("Rule 16b-3") (and any
successor thereto) under the Exchange Act. Any provision inconsistent with Rule
16b-3 shall, to the extent permitted by law and determined to be advisable by
the Committee (constituted in accordance with Section 17.2 hereof), be
inoperative and void.

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   17.2. Compensation Committee

     The Committee appointed in accordance with Section 3.1 hereof shall consist
of not fewer than two members of the Board each of whom shall qualify (at the
time of appointment to the Committee and during all periods of service on the
Committee) in all respects as a "non-employee director" as defined in Rule
16b-3.

   17.3. Restriction on Transfer of Stock

     No Stock Recipient or Optionee who is considered an "insider" of the
Corporation subject to Section 16 of the Exchange Act shall be permitted to sell
Stock (which such "insider" had received in a Stock Award or upon exercise of an
Option) during the three months immediately following such Stock Award or the
grant of such Option.

18. AMENDMENT AND TERMINATION

     The Board may, at any time and from time to time, suspend or terminate the
Plan and make such changes in or additions to the Plan as it may deem proper,
provided that, if and to the extent provided by applicable law or regulation, no
such suspension or termination of, change in or addition to the Plan shall be
made unless such suspension or termination of, or change in or addition to the
Plan is authorized by the Company's stockholders. Except as permitted under
Section 19 hereof, no suspension or termination of the Plan or any change in or
addition to the Plan shall, without the consent of any Optionee who is adversely
affected thereby, alter any Options previously granted to the Optionee pursuant
to the Plan.

19. EFFECT OF CHANGES IN CAPITALIZATION

   19.1. Changes in Stock

     If the number of outstanding shares of Stock is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the effective date of the Plan, a proportionate and
appropriate adjustment shall be made by the Corporation in the number and kind
of shares issuable and exercisable under the Plan and for which Options are
outstanding, so that the proportionate interest of the Optionee immediately
following such event shall, to the extent practicable, be the same as
immediately prior to such event. Any such adjustment in outstanding Options
shall not change the aggregate Option Price payable with respect to shares
subject to the unexercised portion of the Option outstanding but shall include a
corresponding proportionate adjustment in the Option Price per share.
Notwithstanding the foregoing, in the event of a spin-off that results in no
change in the number of outstanding shares of Stock of the Corporation, the
Corporation may, in such manner as the Corporation deems appropriate, adjust (i)
the number and kind of shares of Stock subject to outstanding Options and/or
(ii) the exercise price of outstanding Options.

   19.2. Reorganization With Corporation Surviving

     Subject to Section 19.3 hereof, if the Corporation shall be the surviving
entity in any reorganization, merger or consolidation of the Corporation with
one or more other entities, any Option theretofore granted pursuant to the Plan
shall pertain to and apply to the securities to which a holder of the number of
shares of Stock subject to such Option would have been entitled immediately

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following such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the Option Price per share so that the aggregate
Option Price thereafter shall be the same as the aggregate Option Price of the
shares remaining subject to the Option immediately prior to such reorganization,
merger or consolidation.

   19.3. Other Reorganizations; Sale of Assets or Stock

     Upon the dissolution or liquidation of the Corporation, or upon a merger,
consolidation or reorganization of the Corporation with one or more other
entities in which the Corporation is not the surviving entity, or upon a sale of
substantially all of the assets of the Corporation to another person or entity,
or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving entity) approved by the
Board that results in any person or entity (other than persons who are holders
of stock of the Corporation at the time the Plan is approved by the Stockholders
and other than an Affiliate) owning 80 percent or more of the combined voting
power of all classes of stock of the Corporation, the Plan and all Options
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the substitution for such
Options of new options covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, each Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 11.3 hereof
and except as otherwise specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of such termination and
during such period occurring prior to such termination as the Committee in its
sole discretion shall designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
termination occurs, but subject to any additional provisions that the Committee
may, in its sole discretion, include in any Option Agreement. The Committee
shall send written notice of an event that will result in such a termination to
all Optionees not later than the time at which the Corporation gives notice
thereof to its stockholders.

   19.4. Adjustments

     Adjustments under this Section 19 relating to stock or securities of the
Corporation shall be made by the Committee, whose determination in that respect
shall be final and conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.

   19.5. No Limitations on Corporation

     The grant of an Option pursuant to the Plan shall not affect or limit in
any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

20. WITHHOLDING

     The Corporation or a Subsidiary may be obligated to withhold federal and
local income taxes and Social Security taxes to the extent that an Optionee or
Stock Recipient realizes ordinary income in connection with a Stock Award or the
exercise of an Option. The Corporation or a Subsidiary may withhold amounts
needed to cover such taxes from payments otherwise due and owing to a Stock
Recipient or an Optionee, and upon demand the Stock Recipient or Optionee will
promptly pay to the Corporation or a Subsidiary having such obligation any
additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or cash equivalents.

<PAGE>

21. DISCLAIMER OF RIGHTS

     No provision in the Plan or in any Option granted or Option Agreement
entered into pursuant to the Plan shall be construed to confer upon any
individual the right to remain in the employ of the Corporation, any Subsidiary
or any Affiliate, or to interfere in any way with the right and authority of the
Corporation, any Subsidiary or any Affiliate either to increase or decrease the
compensation of any individual at any time, or to terminate any employment or
other relationship between any individual and the Corporation, any Subsidiary or
any Affiliate. The obligation of the Corporation to pay any benefits pursuant to
the Plan shall be interpreted as a contractual obligation to pay only those
amounts described herein, in the manner and under the conditions prescribed
herein. The Plan shall in no way be interpreted to require the Corporation to
transfer any amounts to a third party trustee or otherwise hold any amounts in
trust or escrow for payment to any participant or beneficiary under the terms of
the Plan.

22. NONEXCLUSIVITY

     Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.

23. GOVERNING LAW

     This Plan and all Options to be granted hereunder shall be governed by the
laws of the State of Colorado (but not including the choice of law rules
thereof).

     IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer
to execute this Plan as of the 17th day of March, 2005 to evidence its adoption
of this Plan.



                                      ADA-ES, INC.

                                      By: /s/Michael D. Durham
                                      ------------------------
                                      Michael D. Durham
                                      President